Exhibit 10.147

FOURTH AMENDMENT TO PURCHASE AND SALE CONTRACT

THIS FOURTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “ Fourth Amendment ”) is made and entered into as of the 16th day of December, 2008, by and among FOOTHILL CHIMNEY ASSOCIATES LIMITED PARTNERSHIP, a Georgia limited partnership, and AMBASSADOR IV, L.P., a Delaware limited partnership, each having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (individually a “ Seller ” and collectively “ Sellers ”), and BELMONT PLACE APARTMENTS, LLC, a Delaware limited liability company, and LAUREL HILLS APARTMENTS, LLC, a Delaware limited liability company, each having a principal address at 11766 Wilshire Boulevard, Suite 1450, Los Angeles, California 90025 (individually a “ Purchaser ” and collectively as “ Purchaser ”).

RECITALS

A.        Sellers and JRK BIRCHMONT ADVISORS, LLC, a Delaware limited liability company, JRK PROPERTY HOLDINGS, INC., a California corporation (collectively, “ JRK ”) entered into that certain Agreement for Purchase and Sale and Joint Escrow Instructions, dated September 29, 2008(as amended, the “ Agreement ”) pertaining to the purchase and sale of those certain real properties located in Georgia more particularly described on Exhibits A-1 and A-2 attached to the Agreement (the “ Properties ”). 

B.         Pursuant to those certain two (2) separate Assignments and Assumptions of Agreement for Purchase and Sale and Joint Escrow Instructions dated October 12, 2008, JRK assigned its interests in the Agreement to the Purchasers.

C.        Sellers and Purchasers intend to further modify the Agreement in certain respects, as more particularly set forth hereinafter.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sellers and Purchaser hereby agree as follows:

1.                   Capitalized Terms .  All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the Agreement. 

2.                   Amendment to Section 2.2.2 of the Agreement .  Section 2.2.2 of the Agreement, regarding the treatment of the Deposit and sale of the Properties, is hereby deleted in its entirety and replaced with the following:

“2.2.2   2009 Sale for Laurel Hills Preserve .  Notwithstanding anything in this Agreement to the contrary, Sellers and Purchaser agree to appropriately report for tax and accounting purposes the transaction described herein with respect to the Laurel Hills Preserve Property as a deposit in 2008 and a sale in 2009.”

3.                   Closing Date .  Section 6.2 of the Agreement, regarding the Closing, is hereby deleted in its entirety and replaced with the following:

“6.2.     Closing Date .  The Closing for the Belmont Place Property shall occur on December 31, 2008, and the Closing for the Laurel Hills Preserve Property shall occur on January 9, 2009 (each, a “ Closing Date ”), each through an escrow with Escrow Agent, whereby the Sellers, Purchaser and their attorneys need not be physically present at